Petrobras in $3 Billion Liability Management
July 31, 2019
Cleary Gottlieb represented long-standing client Petróleo Brasileiro S.A. (Petrobras) in offers to purchase, for cash, 17 series of notes issued by Petrobras’ wholly owned Dutch finance subsidiary Petrobras Global Finance B.V., for an aggregate purchase price, excluding accrued and unpaid interest, of up to $3 billion.
The tender offer launched on July 1, 2019, and consisted of a five-day any-and-all offer targeting seven series of euro- and pound sterling-denominated notes and conducted in accordance with SEC rules applicable to abbreviated tender offers, and a concurrent waterfall offer targeting 10 series of U.S dollar-denominated notes and based on a cap of $3 billion minus the aggregate amount of cash used to fund the any-and-all offer.
The any-and-all offer expired on July 8, 2019, and settled on July 11, 2019. The waterfall offer had an early tender date of July 15, 2019, and early settled on July 17, 2019. The waterfall offer expired on July 29, 2019, and final settled on July 31, 2019. Petrobras repurchased approximately $640 million principal amount of notes in the any-and-all offer and approximately $1.94 billion in the waterfall offer.
The firm has been representing Petrobras in significant SEC-reporting, corporate governance, financing, and litigation matters for many years.